Exhibit 4.10
 EXECUTION COPY
 CONFIDENTIAL
 Loan Number 2354A/OC-AR
 LOAN AGREEMENT
 Dated February 15, 2011
 between
 BANCO DE GALICIA Y BUENOS AIRES S.A.
 and
 INTER-AMERICAN DEVELOPMENT BANK
 Loan Agreement




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TABLE OF CONTENTS
 PageArticle I. Definitions; Interpretation
    
    
    1Section 1.1 General Definitions
    
    
    1Section 1.2 Financial Definitions
    
    
    24Section 1.3 Interpretation
    
    
    27Section 1.4 Business Day Adjustment
    
    
    28Section 1.5 Conflicts
    
    
    28Section 1.6 Financial Calculations
    
    
    28Article II. The Loan
    
    
    28Section 2.1 Description of the Loan
    
    
    29Section 2.2 Purpose of the Loan
    
    
    29Article III. Agreement for the Loan
    
    
    29Section 3.1 The Loan Amount
    
    
    29Section 3.2 Disbursement Procedure
    
    
    29Section 3.3 Repayment
    
    
    30Section 3.4 Notes
    
    
    30Section 3.5 IDBs Determination Final
    
    
    32Section 3.6 Voluntary and Mandatory Prepayments
    
    
    32Section 3.7 Application of Prepayments; Prepayment Fee
    
    
    34Section 3.8 Charges and Fees
    
    
    35Section 3.9 Currency and Place of Payment
    
    
    35Section 3.10 Judgment Currency
    
    
    35Section 3.11 Allocation of Partial Payments
    
    
    36Section 3.12 Late Charges
    
    
    36Section 3.13 Taxes
    
    
    37Section 3.14 Costs, Expenses and Losses
    
    
    37Section 3.15 Suspension or Cancellation by IDB
    
    
    38Section 3.16 Cancellation by the Borrower
    
    
    38Section 3.17 Fixed Rate Prepayment Costs for Prepayment of the A Loan
    
    
    39Section 3.18 Terms and Conditions Applicable to Cancellation or Suspension
    
    
    39Section 3.19 Increased Costs
    
    
    39Section 3.20 Illegality
    
    
    40Section 3.21 Reimbursement of Expenses
    
    
    40Section 3.22 A Loan Interest
    
    
    41Section 3.23 B Loan Interest
    
    
    42Section 3.24 Change in Interest Period
    
    
    43Section 3.25 Market Disruption
    
    
    43Article IV. Representations and Warranties
    
    
    44Section 4.1 Representations
    
    
    44Section 4.2 Acknowledgment and Warranty
    
    
    49Section 4.3 Survival
    
    
    49
 
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PageArticle V. Conditions Precedent to Disbursement
    
    
    50Section 5.1 Conditions Precedent to First Disbursement
    
    
    50Section 5.2 Conditions Precedent to all Disbursements
    
    
    52Section 5.3 Conditions for IDB Benefit
    
    
    53Article VI. Covenants
    
    
    53Section 6.1 Affirmative Covenants
    
    
    53Section 6.2 Negative Covenants
    
    
    59Section 6.3 Information
    
    
    60Article VII. Events of Default
    
    
    65Section 7.1 General Acceleration Provisions
    
    
    65Section 7.2 Events of Default
    
    
    65Section 7.3 Bankruptcy
    
    
    69Article VIII. Miscellaneous
    
    
    70Section 8.1 Notices
    
    
    70Section 8.2 English Language
    
    
    70Section 8.3 Indemnity
    
    
    71Section 8.4 Successors and Assigns
    
    
    71Section 8.5 Counterparts
    
    
    72Section 8.6 Confidential Information
    
    
    72Section 8.7 Amendment
    
    
    72Section 8.8 Savings of Rights; Remedies and Waivers
    
    
    73Section 8.9 Severability
    
    
    73Section 8.10 Applicable Law and Jurisdiction
    
    
    73Section 8.11 Term of Agreement
    
    
    75Section 8.12 Set-Off
    
    
    75
 
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LIST OF EXHIBITS
 Exhibit A
    
    Form of Certificate of Incumbency and AuthorityExhibit B
    
    Form of Disbursement ReceiptExhibit C
    
    Form of Disbursement RequestExhibit D
    
    Initial Minimum Eligibility Criteria for Green LoansExhibit E
    
    Environmental and SocialPart A
    
    List of Excluded ActivitiesPart B
    
    Form of Environmental and Social Compliance ReportPart C
    
    Form of Environmental, Social, Health and Safety Action PlanPart D
    
    Form of Borrowers Certificate Regarding Environmental and Social ComplianceExhibit F
    
    Form of Fee LetterExhibit G
    
    Member Countries of IDBExhibit H
    
    Form of Prepayment NoticeExhibit I-1
    
    Form of A Loan Promissory Note (Pagaré)Exhibit I-2
    
    Form of B Loan Promissory Note (Pagaré)Exhibit J
    
    Form of Borrowers Certificate Regarding Organizational DocumentsExhibit K
    
    Form of Borrowers Certificate Regarding Directors ResolutionsExhibit L
    
    Form of Auditors Accounting, Cost Control and Information CertificateExhibit M
    
    Form of Service of Process LetterExhibit N
    
    Form of Authorization of AuditorsExhibit O
    
    Form of Certificate of AuditorsExhibit P
    
    Information to be Included in Annual Review of OperationsExhibit Q
    
    Revised Green Loan Eligibility Criteria Completion StepsExhibit R
    
    Pledged Green Loan Prepayment Event Report
 
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LIST OF SCHEDULES
 Schedule 1
    
    Escasany, Ayerza and Braun Family MembersSchedule 2
    
    Form of Borrowers Certificate for Collateral
 
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LOAN AGREEMENT
 LOAN AGREEMENT
 (1)
    
    BANCO DE GALICIA Y BUENOS AIRES S.A., a sociedad anónima duly organized and validly existing
under the laws of the Republic of Argentina (the Borrower); and
 (2)
    
    INTER-AMERICAN DEVELOPMENT BANK, an international organization established by the Agreement
Establishing the Inter-American Development Bank (or Agreement Establishing IDB) among its
member countries (IDB).
 WHEREAS
 A.
    
    The Borrower has requested that IDB make a loan to the Borrower for the purpose of funding
Green Loans to Eligible Sub-Borrowers (each, as defined below) in the Republic of Argentina;
 B.
    
    IDB is prepared to establish and make available to the Borrower a loan for such purposes,
subject to the terms and conditions hereof.
 NOW THEREFORE
 Article I.
Definitions; Interpretation
 Section 1.1 General Definitions
 A Loan The Loan Amount
 A Loan Commitment The Loan Amount
 A Loan Disbursement Disbursement Procedure
 A Loan Fixed Interest Rate A Loan Interest Change in Interest Period
 A Loan Interest Rate
 A Loan Variable Interest Rate A Loan Interest Change in Interest Period
 A Loan Maturity Date Repayment




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A Loan Repayment Date Repayment
 Acceptable Financial Institution
 Acceptable Local Financial Institution
 Acceptable Rating
 Accounting Principles
 Administration and Custody Agreement
 Administration Fee Charges
and Fees
 Affiliate
 Affiliate Transaction Affiliate Transactions
 Affiliated Participant
 Agreement
 
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Alternate Base Rate
 Applicable Law circular
 Applicable LIBOR
 (a)
    
    the prevailing one-month LIBOR if the period from and including the relevant
Interest Rate Determination Date to but excluding the next Interest Rate Determination
Date is between one (1) and forty-five (45) days;
 (b)
    
    the prevailing two-month LIBOR if the period from and including the relevant
Interest Rate Determination Date to but excluding the next Interest Rate Determination
Date is between forty-six (46) and seventy-five (75) days;
 (c)
    
    the prevailing three-month LIBOR if the period from and including the
relevant Interest Rate Determination Date to but excluding the next Interest Rate
Determination Date is between seventy-six (76) and one hundred five (105) days;
 (d)
    
    the prevailing four-month LIBOR if the period from and including the relevant
Interest Rate Determination Date to but excluding the next Interest Rate Determination
Date is between one hundred six (106) and one hundred thirty-five (135) days;
 (e)
    
    the prevailing five-month LIBOR if the period from and including the relevant
Interest Rate Determination Date to but excluding the next Interest Rate Determination
Date is between one hundred thirty-six (136) and one hundred sixty-five (165) days;
and
 (f)
    
    the prevailing six-month LIBOR if the period from and including the relevant
Interest Rate Determination Date to but excluding the next Interest Rate Determination
Date is more than one hundred sixty-five (165) days.
 Applicable Spread
 Argentine Central Bank
 Argentine Central Bank Regulations Marco Normativo y Legal del Sistema Financiero
Argentino
 
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Auditors
 Authority
 Authorization
 Authorized Representative
 B Loan The Loan
Amount
 B Loan Commitment
 B Loan Disbursement Disbursement Procedure
 B Loan Interest Rate B Loan Interest Change in Interest Period
 
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B Loan Maturity Date
 B Loan Participant
 B Loan Repayment Date
 Banking Law
 Banking Regulations
 Board of Directors
 Borrower
 Borrowers Country
 Borrowers Countrys Corporations Law
 Borrowers Countrys Currency Peso
 Borrowers Information Confidential Information
 Business Day
 Certificate of Incumbency and Authority Form of Certificate of Incumbency and Authority
 Change of Control provided however
 
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provided however
 Charter estatutos sociales
 Collateral
 Collateralization Ratio
 Collection Accounts Cuentas de Cobro
 Commitment
 Commitment Fee Charges and
Fees
 Commitment Termination Date
 1.1.53.1
    
    the date that occurs five hundred forty (540) days after the Effective Date;
 1.1.53.2
    
    the date specified in a notice issued by the Borrower to IDB pursuant to
Section 3.16.1 (Cancellation by the Borrower), provided that the terms of Section
3.16.2 (Cancellation by the Borrower) are fully satisfied;
 1.1.53.3
    
    any other date on which the obligation of IDB to make Disbursements of the Loan
is terminated in accordance with the terms of this Agreement; and
 1.1.53.4
    
    the first Loan Repayment Date.
 
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Consolidated Consolidated Basis Financial Calculations
 Consolidated Subsidiary
 Control Controlling Controlled provided veedor provided
however Change of Control
 Corrective Action Plan
 1.1.57.1
    
    a brief description of the non-compliance, including the extent, magnitude,
impact and cause thereof;1.1.57.2
    
    the proposed corrective actions;
 1.1.57.3
    
    the designations of the Persons responsible for the implementation of such
proposed corrective actions;1.1.57.4
    
    a time schedule for implementing such proposed corrective actions;1.1.57.5
    
    the estimated costs of implementing such proposed corrective actions; and
 1.1.57.6
    
    the actions proposed to prevent similar or related non-compliances from
occurring in the future.
 
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Debt
 1.1.58.1
    
    all Indebtedness for Borrowed Money;
 1.1.58.2
    
    any credit to such Person from a supplier of goods or under any installment
purchase or other similar arrangement in respect of goods or services (except trade
accounts payable within ninety (90) days in the ordinary course of business);
 1.1.58.3
    
    the aggregate amount then outstanding of all liabilities of any other Person to
the extent that such Person provides a Guarantee of such liabilities; and
 1.1.58.4
    
    all liabilities of such Person (actual or contingent) under any conditional
sale or a transfer with recourse or obligation to repurchase, including by way of
discount or factoring of book debts or receivables.
 Default
 Defaulted Pledged Green Loan
 Disbursement
 Disbursement Date
 Disbursement Period
 Disbursement Receipt Form of Disbursement Receipt
 Disbursement Request Form of Disbursement Request
 Disbursement Swap Market Fixed Rate Repayment
 
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Disbursement Tranche
 Dividend Related Payments
 1.1.68.1
    
    all distributions (whether in cash, Property or obligations) on, other payments
on account of, the setting apart of money for a sinking or other fund for, the
purchase, redemption, retirement or other acquisition of any portion of the
Borrowers Share Capital, including any payments to be made by the Borrower to its
shareholders and other affiliates, including payments in respect of dividends
(except for payments of minimum mandatory dividends set forth in the Borrowers
Countrys Corporations Law), capital reductions, distributions, repurchases or
redemptions of outstanding stock (including options or warrants), and investments
in, capital contributions, loans advances and other payments to any shareholder or
other Persons; or
 1.1.68.2
    
    any payment, purchase, retirement or other acquisition of any subordinated
debt, any debt other than the Loan or any deposit or similar transaction made to
secure any loan or other financial obligation of any Affiliate of the Borrower; or
 1.1.68.3
    
    any payment of development, management or operation fees to any Affiliate of
the Borrower.
 Dollars $
 Effective Date
 Eligibility Criteria for Green Loans
 Eligible Sub-Borrower Environmental and Social List of Excluded Activities
 
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Eligible Sub-Loan Pledged
Green Loan Prepayment Event Environmental and Social List of Excluded Activities provided
 Eligible Sub-Loan Documents pagarés
 Environmental and Social Compliance Report Environmental
and Social Form of Environmental and Social Compliance Report
 Environmental or Social Matter
 
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Environmental and Social Requirements
 Environmental and Social Management System ESMS
 Environmental, Social, Health and Safety Action Plan ESHS Action Plan Environmental and Social Environmental, Social, Health and Safety
Action Plan
 Environmental Training
 Equity
 Escasany, Ayerza and Braun Family Members Fundación Banco de Galicia y Buenos Aires S.A. Registro Público de Comercio Libro VIII, Tomo de Sociedades por Acciones, Número Correlativo IGJ
 Event of Default Events of
Default
 Fair Market Value
 
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Fee Letter Charges and Fees Form of Fee Letter
 Financial Quarter
 Financial Quarter Date
 Financial Statements
 Financial Year
 Financing Documents
 1.1.90.1
    
    this Agreement;1.1.90.2
    
    each Note;1.1.90.3
    
    the Participation Agreement(s) with respect to the B Loan, if applicable;1.1.90.4
    
    the Paying Agency Agreement with respect to the B Loan, if applicable;1.1.90.5
    
    the Fee Letter(s);1.1.90.6
    
    the Security Documents; and
 1.1.90.7
    
    all other documents and certificates required to be delivered from time to time
hereunder and thereunder.
 First A Loan Repayment Date
 First B Loan Repayment Date
 First Disbursement Date
 Fixed Rate Prepayment Cost s Fixed Rate Prepayment Costs for Prepayment of Loan
 
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Foreign Assets Control and Anti-money Laundering Laws
 Foreign Currency
 Front-End Fee Charges and
Fees
 Fundamental Principles and Rights at Work
 1.1.98.1
    
    freedom of association and the effective recognition of the right to collective
bargaining;1.1.98.2
    
    prohibition of all forms of forced or compulsory labor;
 1.1.98.3
    
    prohibition of child labor, including the prohibition of persons under eighteen
(18) years of age from working in hazardous conditions (which includes construction
activities), persons under eighteen (18) years of age from working at night, and
that persons under eighteen (18) years of age be found fit to work via medical
examinations;
 1.1.98.4
    
    elimination of discrimination in respect of employment and occupation, where
discrimination is defined as any distinction, exclusion or preference based on
race, color, sex, religion, political opinion, national extraction or social
origin;1.1.98.5
    
    compliance with all Applicable Law relating to labor; and
 1.1.98.6
    
    compliance with all international labor organizations conventions and treaties
which have been ratified by the Borrowers Country.
 Green Loan
 Grupo Galicia
 Guarantee
 1.1.101.1
    
    to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase Property, goods, securities or services, to take-or-pay, or
to maintain Financial Statement conditions or otherwise); or
 1.1.101.2
    
    entered into for the purpose of assuring in any other manner the holder of
such Debt of the payment or performance thereof or to protect such holder against
loss in respect thereof (in whole or in part), including the payment of amounts
drawn under letters of credit.
 
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IDB
 IDB Members Member Countries
of IDB
 IFC Performance Standards http://www.ifc.org/ifcext/sustainability.nsf/Content/PerformanceStandards
 Increased Costs
 1.1.105.1
    
    any change in Applicable Law or in the interpretation thereof by any Authority
charged with the administration or interpretation thereof, whether or not having
the force of law;
 1.1.105.2
    
    any compliance with any request from, or requirement of, any central bank or
other monetary or other Authority; or
 1.1.105.3
    
    in the event that the A Loan Interest Rate or the B Loan Interest Rate is
calculated in accordance with Section 3.25.1 (Market Disruption), Increased Costs
shall also include any difference between the Alternate Base Rate and the actual
cost to IDB or any Participant, as applicable, of making, funding or maintaining
the Loan or its Participation for the relevant Interest Period, including Increased
Costs incurred in the event that any Participant may choose to use a different base
rate than the Alternate Base Rate or may incur costs in connection with switching
from LIBOR-based funding to the Alternate Base Rate.
  1.1.105.3.1
    
    imposes, modifies or makes applicable any reserve, special
deposit or similar requirements against Property held by, or deposits
with or for the account of, or loans made by, IDB or the
Participant(s);
 1.1.105.3.2
    
    imposes a cost on IDB or the Participant(s) as a result of its
having made or committed to make the Loan (or in the case of a
Participant(s), acquired or committed to acquire its Participation) or
reduces the rate of return on the overall capital of IDB or the
Participant(s) that it would have been able to achieve had IDB
not made or committed to make the Loan (or in the case of the
Participant(s), had the Participant(s) not acquired or
committed to acquire its Participation);
 
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1.1.105.3.3
    
    changes the basis of taxation on payments received by IDB in
respect of the Loan or by the Participant(s) with respect to its
Participation (other than a change in taxation of the overall net
income of IDB or the Participant(s) imposed by the jurisdiction of its
incorporation or in which it books its Participation or in any
political subdivision of any such jurisdiction); or1.1.105.3.4
    
    imposes on IDB or the Participant(s) any other condition
regarding the making or maintaining of the Loan or, as the case may be,
its Participation;
  Increased Costs Certificate
 1.1.106.1
    
    the circumstances giving rise to the Increased Costs;1.1.106.2
    
    that the costs of IDB or, as the case may be, the Participant(s), have
increased or the rate of return of either of them has been reduced;1.1.106.3
    
    the Increased Costs; and1.1.106.4
    
    that IDB or the Participant(s) has exercised reasonable efforts to minimize or
eliminate the relevant increase or reduction, as the case may be;
 provided that
 Indemnified Liabilities Indemnity
 Indemnified Persons Indemnity
 Initial Minimum Eligibility Criteria for Green Loans Initial Minimum Eligibility Criteria for Green
Loans
 Interest Payment Date Change in Interest Period th
 
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Interest Period Change in Interest Period Change in Interest Period
 Interest Rate Determination Date
 LIBOR
 1.1.113.1
    
    on the Interest Rate Determination Date by calculating the arithmetic mean of
the offered rates advised to IDB on or around 11:00 a.m. London time, for deposits
in Dollars by any three (3) major banks active in Dollars in the London interbank
market, selected by IDB; provided that if fewer than three (3) quotations are
received, IDB may rely on the quotations so received if not less than two (2); or
 1.1.113.2
    
    if fewer than two (2) quotations are received from the banks in London in
accordance with subclause 1.1.113.1 above, on the first day of the relevant
Interest Period, by calculating the arithmetic mean of the offered rates advised to
IDB on or around 11:00 a.m. New York time, for loans in Dollars, by a major bank or
banks in New York, New York selected by IDB.
 Lien
 Loan
 Loan Interest Rate
 
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Loan Repayment Date
 Mandatory Prepayment Event Change of Control; Unauthorized Share
Transfer; Unauthorized Merger; Unauthorized Subsidiary Change of Control; Unauthorized Share Transfer; Unauthorized
Merger; Unauthorized Subsidiary Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized
Subsidiary Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized
Subsidiary Pledged Green Loan Prepayment Event
 Market Disruption Event Market Disruption
 Material Adverse Effect
 1.1.120.1
    
    the business, Property, liabilities, operations, assets or financial condition
(present or future) of the Borrower;1.1.120.2
    
    the implementation of the Loan;
 1.1.120.3
    
    the ability of the Borrower to perform its obligations under any Financing
Document to which it is a party;1.1.120.4
    
    the rights or remedies of IDB under the Financing Documents; or
 1.1.120.5
    
    the validity or enforceability of any material provision of any Financing
Document.
 Maturity Date
 Merger
 New York
 Nonconforming Pledged Green Loan
 Note Notes Notes
 
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Obligations
 1.1.126.1
    
    the unpaid principal of and interest on the Loan (including interest accruing
at the then applicable rate provided in this Agreement after the maturity of the
Loan, and interest accruing at the then applicable rate provided in this Agreement
after the submission of the Borrower to a surveillance, intervention or
liquidation regime, or the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating
to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding); and
 1.1.126.2
    
    all other obligations and liabilities of the Borrower to IDB or the Paying
Agent (if any) under this Agreement or any other Financing Document, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement or the other Financing Documents or any other document made, delivered or
given in connection herewith or therewith, in each case whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs, charges,
expenses or otherwise (including all fees and expenses that are required to be paid
by the Borrower pursuant to the terms of this Agreement or any other Financing
Document).
 Obstructive Practice
 Organizational Documents
 Other Taxes Taxes
 Participant Increased Costs Increased Costs Certificate Increased Cost Illegality
 Participation
 Participation Agreement
 
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Paying Agency Agreement
 Paying Agency Fee Charges
and Fees
 Paying Agent
 Permitted Investments
 1.1.136.1
    
    with respect to Dollar-denominated investments,
 1.1.136.1.1
    
    securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of
America is pledged in support thereof) having maturities of not more
than six (6) months from the date of acquisition by such Person;1.1.136.1.2
    
    time deposits, certificates of deposit and bankers acceptances
of any Acceptable Financial Institution having maturities of not more
than six (6) months from the date of acquisition by such Person;1.1.136.1.3
    
    Investments in funds substantially all the assets of which are
comprised of securities of the types described in Sections 1.1.136.1.1
and 1.1.136.1.2;1.1.136.1.4
    
    United States Securities and Exchange Commission registered
money market mutual funds conforming to Rule 2a-7 of the Investment
Company Act of 1940 (17 C.F.R. § 270.2a-7) in effect in the United
States of America, that invest primarily in securities of the types
described in Section 1.1.136.1.1 and repurchase obligations backed by
those obligations; and1.1.136.1.5
    
    Investments in commercial paper maturing within two hundred and
seventy (270) days from the date of acquisition thereof and having, at
such date of acquisition, a credit rating from Standard & Poors
Ratings Group (a division of McGraw Hill Companies) (S&P) of A-1, or
from Moodys Investor Services, Inc. (Moodys) of Prime-1; and
 
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1.1.136.2
    
    with respect to Peso denominated investments,
 1.1.136.2.1
    
    securities issued or directly and fully guaranteed or insured by
the government of the Republic of Argentina or any agency or
instrumentality thereof having maturities of not more than
six (6) months from the date of acquisition by such Person;1.1.136.2.2
    
    time deposits, certificates of deposit and bankers acceptances
of Acceptable Local Financial Institutions and branches of foreign
banks in the Republic of Argentina having maturities of not more than
six (6) months from the date of acquisition by such Person; and1.1.136.2.3
    
    any other Peso investments in the Republic of Argentina that IDB
agrees shall constitute a Permitted Investment.
 Permitted Liens
 1.1.137.1
    
    Liens created under or pursuant to any of the Security Documents;
 1.1.137.2
    
    any tax or other Lien arising by operation of law while the obligation
underlying that Lien is not yet due, or if due, is being contested in good faith by
appropriate proceedings and so long as the Borrower has set aside adequate reserves
sufficient to promptly pay in full any amounts that the Borrower may be ordered to
pay on final determination of any such proceedings;
 1.1.137.3
    
    Liens which the Borrower is required to constitute with or in favor of any
Authority pursuant to the Banking Regulations and other statutory preferences which
are generally applicable to deposit-taking institutions; and
 1.1.137.4
    
    other Liens constituted or otherwise arising in the ordinary course of banking
business including any Lien created under a repurchase agreement involving the sale
and repurchase of securities entered into in the ordinary course of business and on
the basis of arms length arrangements, provided that they fall within the limits
permitted by the applicable Banking Regulations including Normas OPASI -
Operaciones Pasivas  2 Capítulo X (Afectación de activos en garantía), and Com
A4888, A4975 and B9745, in effect as of the Effective Date.
 Permitted Merger
 Permitted Subsidiary
 
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Person
 Pledged Green Loan
 Pledged Green Loan Curing Event Pledged Green Loan Prepayment Event; Redeployment
 Pledged Green Loan Documents
 Pledged Green Loan Prepayment Event Pledged Green Loan Prepayment Event
 Prepaid Pledged Green Loan
 Prepayment Notice Form of Prepayment Notice
 Prohibited Practice
 1.1.147.1
    
    impairing or harming, or threatening to impair or harm, directly or
indirectly, any Person or the property of such Person to improperly influence the
actions of such Person (a Coercive Practice);
 1.1.147.2
    
    an arrangement between two or more Persons designed to achieve an improper
purpose, including influencing improperly the actions of another Person (a
Collusive Practice);
 1.1.147.3
    
    offering, giving, receiving, or soliciting, directly or indirectly, anything
of value to influence improperly the actions of another Person (a Corrupt
Practice);
 1.1.147.4
    
    any action or omission, including a misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a Person in order to obtain a
financial benefit or avoid an obligation (a Fraudulent Practice); and
 1.1.147.5
    
    and Obstructive Practice.
 
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Property
 Relevant Change Illegality
 Required Collateralization Ratio
 Required Participants
 Revised Green Loan Eligibility Criteria Revised Green Loan Eligibility Criteria
 Revised Green Loan Eligibility Criteria Date
 Second Currency Judgment
Currency
 Security
 Security Agreement Contrato de Prenda prenda de
créditos
 Security Documents
 1.1.157.1
    
    the Security Agreement;
 1.1.157.2
    
    all notices and communications actually given to Eligible Sub-Borrowers under
the Pledged Green Loans;1.1.157.3
    
    the Administration and Custody Agreement;
 1.1.157.4
    
    other notices, consents, agreements and acknowledgements governed by the
Applicable Law of the Borrowers Country necessary or advisable to perfect IDBs
security interest in the Collateral; and1.1.157.5
    
    any other document granting a security interest in favor of IDB for the
benefit of IDB as security for the Loan or for the Obligations, as each of the
foregoing may from time to time be amended, modified, supplemented, renewed or
restated.
 
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Share Capital
 Specified Currency Judgment
Currency
 Specified Place Judgment
Currency
 Structuring Fee Charges and
Fees
 Subsidiary
 1.1.162.1
    
    over fifty percent (50%) of whose Share Capital is owned, directly or
indirectly, by that Person;
 1.1.162.2
    
    for which that Person may nominate or appoint a majority of the members of its
Board of Directors; or1.1.162.3
    
    which is otherwise effectively Controlled by that Person.
  Tax Returns
 Taxes
 Termination Date Term of Agreement
 Transaction Taxes Taxes
 Unauthorized Merger
 Unauthorized Share Transfer
 
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##### 



Unauthorized Subsidiary
 United States U.S.
 Voting Stock provided that
 Section 1.2 Financial Definitions
 Aggregate Exposure to Related Parties
 Aggregate Exposure to Related Parties to Available Capital Ratio
 Available Capital Responsabilidad Patrimonial Computable (RPC) Comunicaciones A 3959 4172 Responsabilidad Patrimonial Computable
 Current Assets
 Current Liabilities
 Deposits Normas OPASI
 Economic Group
 
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##### 



Economic Group Exposure Ratio
 Exposure
 Foreign Currency Assets
 Foreign Currency Debt
 Indebtedness for Borrowed Money
 
  Page 25




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##### 



Linked Party
 Loan Loss Reserves
 Loan Loss Reserves to Problem Exposures Ratio
 Long-Term Debt
 Minimum Capital Requirements Capitales Mínimos de las Entidades Financieras
 Minimum Capital Requirements Excess
 Open Credit Exposures Ratio
 Problem Exposures
 Related Party parte relacionada
 
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##### 



Risk-Weighted Assets
 Three Month Maturity Gap
 Unhedged Open Foreign Exchange Position
 Section 1.3 Interpretation
           
  Page 27




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##### 



Section 1.4 Business Day Adjustment
 Section 1.5 Conflicts
 Section 1.6 Financial Calculations.
  Unaudited
Quarterly Financial Statements
    
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##### 



Article II.
 The Loan
 Section 2.1 Description of the Loan
 Section 2.2 Purpose of the Loan
 Article III.
 Agreement for the Loan
 Part 1: The Loan
 Section 3.1 The Loan Amount
  3.1.1.1
    
    the A Loan, in an aggregate principal amount of up to thirty million Dollars
($30,000,000), such amount to be funded by IDB from its ordinary capital resources
(the A Loan Commitment); and
 3.1.1.2
    
    if and when funded, the B Loan, in an aggregate principal amount of up to thirty
million Dollars ($30,000,000) or such other amount, such amount to be funded by the
Participant(s) pursuant to the relevant Participation Agreement(s).
 Section 3.2 Disbursement Procedure.
 Conditions
Precedent to Disbursement
  provided however
 A Loan Interest A Loan Interest Disbursement Procedure
 
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Section 3.3 Repayment
 A Loan Repayment Date provided that th A Loan Maturity Date
 Percentage of A Loan Repayment onA Loan Repayment Date
    
    A Loan Repayment DateAugust 15, 2012
    
    
    11.11
    %February 15, 2013
    
    
    11.11
    %August 15, 2013
    
    
    11.11
    %February 15, 2014
    
    
    11.11
    %August 15, 2014
    
    
    11.11
    %February 15, 2015
    
    
    11.11
    %August 15, 2015
    
    
    11.11
    %February 15, 2016
    
    
    11.11
    %August 15, 2016
    
    
    11.12
    %
   Section 3.4 Notes
 Form of A Loan Promissory Note Form of B Loan
Promissory Note
 Form of A Loan Promissory
Note Form of B Loan Promissory Note
 
  Page 30




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##### 



Late Charges a la vista provided however Notes
  Notes
 
  Page 31




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##### 



pro tanto pro tanto
 pro tanto pro tanto
 Section 3.5 IDBs Determination Final provided that
 Section 3.6 Voluntary and Mandatory Prepayments
 Voluntary Prepayments
 3.6.1.1
    
    the Borrower shall deliver to IDB, at least thirty (30) Business Days prior to
the relevant Interest Payment Date, a Prepayment Notice which shall set forth the
relevant Interest Payment Date and the amount of principal of the Loan to be paid
on such date;
 3.6.1.2
    
    the Borrower shall concurrently pay (a) all accrued interest on the Loan; (b)
all accrued Increased Costs (if any) on that part of the Loan; (c) the amount
payable (if any) in respect of such prepayment pursuant to Section 3.14.1.2 (Costs,
Expenses and Losses); (d) the amount of any prepayment fee in respect of such
prepayment pursuant to Section 3.7 (Applications of Prepayments; Prepayment Fee);
(e) Fixed Rate Prepayment Costs (if any) in respect of such prepayment; and (f) all
other Obligations then due and payable;
 3.6.1.3
    
    the principal amount of the Loan prepaid shall be an amount equal to at least
three million Dollars (US$3,000,000), provided any amount prepaid concurrently
therewith in excess of such three million Dollars (US$3,000,000) shall be in an
amount no less than whole multiples of one million Dollars (US$1,000,000); and
 3.6.1.4
    
    the Borrower shall deliver to IDB prior to the date of prepayment, evidence
satisfactory to IDB that all necessary Authorizations, if any, with respect to the
prepayment have been obtained.
 Voluntary Prepayments
 
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Mandatory Prepayments
 3.6.2.1
    
    Change of Control; Unauthorized Share Transfer; Unauthorized Merger;
Unauthorized Subsidiary. The Borrower shall be obligated to make a mandatory
prepayment of all Obligations, including the principal balance of, and accrued
interest on, the Loan, upon the occurrence of (a) any Change of Control, (b) any
Unauthorized Share Transfer, (c) any Unauthorized Merger and/or (d) the creation by
the Borrower of any Unauthorized Subsidiary. Prepayment required by this Section
3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger;
Unauthorized Subsidiary) shall be due and payable within five (5) days after the
occurrence of such Mandatory Prepayment Event resulting in such prepayment being
required.3.6.2.2
    
    Pledged Green Loan Prepayment Event.
 3.6.2.2.1
    
    Subject to the terms and conditions of this Section 3.6.2.2
(Pledged Green Loan Prepayment Event), the Borrower shall be obligated
to make a mandatory prepayment of the Obligations, including the
principal balance of, and accrued interest on, the Loan, in the event
that the total amounts prepaid (or to be
prepaid) under any Prepaid Pledged Green Loans and the total
amounts due under any Defaulted Pledged Green Loans and
Nonconforming Pledged Green Loans, in the aggregate and
calculated in each case as of any relevant determination
date, either (a) (i) are equal to, or greater than, ten
percent (10%) of the principal amount then outstanding under
the Loan, and (ii) a Pledged Green Loan Curing Event has not
occurred within ninety (90) days from such relevant
determination date or (b) (i) are less than ten percent (10%)
of the principal amount then outstanding under the Loan, and
(ii) a Pledged Green Loan Curing Event has not occurred
within three hundred and sixty (360) days from such relevant
determination date (either, a Pledged Green Loan Prepayment
Event).3.6.2.2.2
    
    The Borrower may during the relevant cure periods set forth in
Section 3.6.2.2.1 above, redeploy the proceeds of amounts received or
collected by the Borrower under such Prepaid Pledged Green Loans,
Defaulted Pledged Green Loans and Nonconforming Pledged Green Loans (as
applicable) to fund additional Eligible Sub-Loans and/or fund
additional Eligible Sub-Loans in substitution thereof; provided
that (i) the prior approval of the Banking Authority shall not be
required therefor, (ii) the Borrower complies fully with all Banking
Regulations, and (iii) all such additional Eligible Sub-Loans resulting
from the redeployment of such proceeds or otherwise funded by the
Borrower are pledged by the Borrower as part of the Security, in
accordance with the terms hereof, including Section 6.1.15 (Pledged
Green Loan Prepayment Event; Redeployment).
 
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##### 



3.6.2.2.3
    
    Upon the occurrence of any Pledged Green Loan Prepayment Event
(after expiration of the relevant above-described ninety (90) or three
hundred and sixty (360) day period), the Borrower shall apply all
proceeds prepaid to or collected by the Borrower (and not otherwise
redeployed pursuant to any Pledged Green Loan Curing Event) under all
Prepaid Pledged Green Loans, Defaulted Pledged Green Loans and/or
Nonconforming Pledged Green Loans towards the payment (whether partial
or in full, as applicable) of all Obligations under this Agreement.
 3.6.2.3
    
    Concurrent Payments. The Borrower shall concurrently with any prepayment
described in Section 3.6.2.1 and/or (following expiration of applicable cure
periods) Section 3.6.2.2, pay (a) all accrued interest on such prepaid amount to
the date of receipt of such prepayment; (b) all accrued Increased Costs (if any) on
the Loan; (c) the amount payable (if any) in respect of such prepayment pursuant to
Section 3.14 (Costs, Expenses and Losses); (d) the amount of any prepayment fee in
respect of such prepayment due pursuant to Section 3.7 (Application of Prepayments;
Prepayment Fee); (e) Fixed Rate Prepayment Costs (if any) in respect of such
prepayment ; and (f) all other Obligations then due and payable.
 Section 3.7 Application of Prepayments; Prepayment Fee
 Voluntary and Mandatory Prepayments
 3.7.1.1
    
    first, be allocated by IDB pro ratabetween the A Loan and, if applicable, the B
Loan in proportion to their respective principal amounts outstanding; and
 3.7.1.2
    
    then, be applied by IDB to the outstanding installments of principal of the A
Loan and to the outstanding installments of principal of the B Loan in the inverse
order of maturity.
 Voluntary and Mandatory
Prepayments
 Voluntary
and Mandatory Prepayments
 3.7.3.1
    
    with respect to the A Loan and, if applicable, the B Loan, during the period
from the First Disbursement Date until the first (1st) anniversary of
the First Disbursement Date, an amount equal to two percent (2%) of any and all
amounts prepaid on the Loan during such period;
 3.7.3.2
    
    with respect to the A Loan and, if applicable, the B Loan, after the first
(1st) anniversary of the First Disbursement Date and on or prior to the
second (2nd) anniversary of the First Disbursement Date, one and one
half percent (1.5%) of the amount of the Loan prepaid; and
 3.7.3.3
    
    with respect to the A Loan and, if applicable, the B Loan, after the second
(2nd) anniversary of the First Disbursement Date and on or prior to the
third (3rd) anniversary of the First Disbursement Date, one percent (1%)
of the amount of the Loan prepaid;
 
  Page 34




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##### 



rd provided further Pledged Green Loan Prepayment Event Increased Costs
 Section 3.8 Charges and Fees
 Front-End Fee
 Structuring Fee
 Administration Fee
 Commitment Fee
 Paying Agency Fee
  Section 3.9 Currency and Place of Payment
 
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##### 



Section 3.10 Judgment Currency
 Specified Currency Specified Place Second Currency
 Judgment Currency
 3.10.2.1
    
    any Taxes and other amounts payable under Section 3.13 (Taxes); and3.10.2.2
    
    any fees, costs and expenses payable under Section 3.8 (Charges and Fees) or
Section 3.14 (Costs, Expenses and Losses);
  Section 3.11 Allocation of Partial Payments
 Section 3.12 Late Charges
 Late Charges
 
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##### 



Late Charges
 Section 3.13 Taxes
  Transaction Taxes
 Taxes
 Other Taxes
  Section 3.14 Costs, Expenses and Losses
  3.14.1.1
    
    failing to (a) pay any Obligations on the due date; (b) borrow in accordance
with any Disbursement Request; (c) make any prepayment in accordance with a notice
of prepayment pursuant to Section 3.6 (Voluntary and Mandatory Prepayments); or (d)
make any repayment or prepayment required pursuant to Section 3.3 (Repayment) or
Section 3.20 (Illegality), as the case may be;
 
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##### 



3.14.1.2
    
    prepaying all or any portion of the Loan principal amount on a date other than
a Loan Repayment Date; or
 3.14.1.3
    
    canceling any or all of the Loan pursuant to Section 3.15 (Suspension or
Cancellation by IDB) or Section 3.16 (Cancellation by the Borrower);
  Costs, Expenses and Losses Fixed Rate Prepayment Costs for Prepayment of A Loan Late
Charges
 Section 3.15 Suspension or Cancellation by IDB
  3.15.1.1
    
    the first Disbursement has not been made by the Commitment Termination Date, or
such other date as the parties may agree;3.15.1.2
    
    any Default has occurred and is continuing; or3.15.1.3
    
    the Borrowers Country ceases to be an IDB Member.
  Section 3.16 Cancellation by the Borrower
   
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##### 



Section 3.17 Fixed Rate Prepayment Costs for Prepayment of the A Loan.
 Voluntary Mandatory Prepayments Increased Costs Illegality General Acceleration Terms and Conditions Fixed Rate Prepayment
Cost
  Section 3.18 Terms and Conditions Applicable to Cancellation or Suspension.
 Costs, Expenses and Losses
 Suspension or Cancellation by IDB
 Suspension or Cancellation by IDB Cancellation by the Borrower pro rata
 Section 3.19 Increased Costs
  Increased Costs Voluntary and Mandatory Prepayments Voluntary Prepayments Voluntary Prepayments
 
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##### 



Section 3.20 Illegality Relevant Change
  Illegality Costs, Expenses and
Losses
 Voluntary Prepayments
 Illegality
 Section 3.21 Reimbursement of Expenses
  3.21.1.1
    
    the preparation, review, execution, official translation and registration of
this Agreement and any other documents or matters related to it;3.21.1.2
    
    the giving of any legal opinions required by IDB under this Agreement; and
 3.21.1.3
    
    the administration by IDB of the Loan or otherwise in connection with any
amendment, supplement or modification to, or waiver under, this Agreement;
    
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##### 



Part 2: A Loan and B Loan Interest Rate Provisions
 Section 3.22 A Loan Interest
 General Provisions. Late Charges A Loan Interest
 3.22.1.1
    
    Interest on the A Loan shall accrue from day to day for any Interest Period
from and including the first day of such Interest Period to, but excluding, the
last day of such Interest Period computed on the basis of actual number of days
elapsed and a year of three hundred and sixty (360) days and be payable in arrears
on the Interest Payment Date falling at the end of that Interest Period; provided
thatwith respect to any A Loan Disbursement made less than ten (10) Business Days
before an Interest Payment Date, interest on that Disbursement shall be payable
commencing on the second Interest Payment Date following the date of that
Disbursement.
 3.22.1.2
    
    IDBs determination, from time to time, of the A Loan Interest Rate shall be
final and conclusive and bind the Borrower unless the Borrower proves to IDBs
satisfaction that the determination involved manifest error.
 Disbursement Date A Loan Variable Interest Rate. Disbursement Procedure Change in Interest Period
 3.22.2.1
    
    During each Interest Period, the A Loan (or, with respect to the first Interest
Period for any A Loan Disbursement, the amount of that Disbursement) shall bear
interest at the A Loan Variable Interest Rate for that Interest Period.
 3.22.2.2
    
    The variable interest rate applicable to each Disbursement of the A Loan for any
Interest Period shall be the rate that is the sum of:
 3.22.2.2.1
    
    the LIBOR on the Interest Rate Determination Date for that
Interest Period; plus
 3.22.2.2.2
    
    the Applicable Spread (A Loan Variable Interest Rate).
 3.22.2.3
    
    For so long as any amounts outstanding under the A Loan accrue interest at the A
Loan Variable Interest Rate, on each Interest Rate Determination Date for any Interest
Period, IDB shall determine the A Loan Interest Rate applicable to that Interest Period
and promptly notify the Borrower of such rate.
 
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Disbursement Date A Loan Fixed Interest Rate Disbursement Procedure Change in Interest Period
 3.22.3.1
    
    if the Disbursement Date on which such Disbursement Tranche is funded is an
Interest Payment Date, bear interest on and after such Disbursement Date at the A Loan
Fixed Interest Rate; or
 3.22.3.2
    
    if the Disbursement Date on which such Disbursement Tranche is funded is a date
other than an Interest Payment Date, bear interest:
 3.22.3.2.1
    
    at the Applicable LIBOR on the relevant Interest Rate
Determination Date plus the Applicable Spread, from and including such
Disbursement Date to but excluding the next occurring Interest Payment
Date; and
 3.22.3.2.2
    
    at the A Loan Fixed Interest Rate, from and including the next
Interest Payment Date.
  3.22.4.1
    
    the Disbursement Swap Market Fixed Rate as of the relevant Interest Rate
Determination Date; plus3.22.4.2 the Applicable Spread (the A Loan Fixed Interest Rate).
 Section 3.23 B Loan Interest.
 Late Charges B
Loan Interest
   Change in Interest Period
 3.23.3.1
    
    the LIBOR on the Interest Rate Determination Date for that Interest Period;
plus3.23.3.2
    
    the Applicable Spread.
  
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##### 



Section 3.24 Change in Interest Period Late Charges rd
 Change in Interest Period
 A Loan
Interest B Loan Interest
  Section 3.25 Market Disruption.
 Market Disruption Event Market Disruption
  
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##### 



Article IV.
 Representations and Warranties
 Section 4.1 Representations
 Organization; Powers sociedad anónima
 Due Authorization
 Enforceability
 No Violation
 4.1.4.1
    
    contravene any Applicable Law, or any Authorization;
 4.1.4.2
    
    contravene or result in any breach of any of the provisions of, or constitute a
default or require any consent under the terms of, or result in the creation of any
Lien (other than the Liens in favor of IDB created pursuant to the Security
Documents) under, any indenture, mortgage, deed of trust, agreement or other
arrangement to which the Borrower is a party, by which it is bound or to
which it or its Property may be subject or any order, injunction, writ or
decree of any Authority or any arbitral award to which the Borrower or its
Property is subject; or4.1.4.3
    
    violate the provisions of the Borrowers Organizational Documents.
  Compliance
 
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##### 



Environmental and Social Compliance
 4.1.6.1
    
    Except for any non-compliance disclosed to IDB in writing and explained to the
satisfaction of IDB, the Borrower is in compliance with all Environmental and
Social Requirements; and
 4.1.6.2
    
    There are no claims or material unmitigated impacts or risks with respect to
Environmental or Social Matters related to the Borrower, or to the best of the
Borrowers knowledge, related to Eligible Sub-Borrowers and Eligible Sub-Loans.
 No Default
 Litigation
 4.1.8.1
    
    No action, suit, other legal proceeding, arbitral proceeding, administrative
proceeding, investigation or other claim before or of any Authority is presently in
progress or pending against the Borrower, or, to the best of the Borrowers
knowledge, has been threatened against the Borrower, which:
 4.1.8.1.1
    
    relates to or arises under a Financing Document or the
transactions contemplated thereby; or
 4.1.8.1.2
    
    by itself or together with any other such proceeding or claim, has
had or could reasonably be expected to have a Material Adverse Effect;
and
 4.1.8.2
    
    No judgment, order or award has been issued which has had or could reasonably be
expected to have a Material Adverse Effect.
 Payment of Taxes
 4.1.9.1
    
    The Borrower has filed timely, or caused to be filed timely, all Tax Returns
required to be filed by it and has paid, or caused to be paid, all Taxes due and
payable by it whether shown to be due and payable on such Tax Returns or on any
assessment received by it or otherwise, except to the extent any such Taxes are
being diligently contested by appropriate proceedings in good faith and with
respect to which adequate reserves have been established on the books of the
Borrower in accordance with Accounting Principles.
 
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##### 



4.1.9.2
    
    All Taxes required to be deducted or withheld from payments by the Borrower have
been timely and duly deducted or withheld and properly paid to the appropriate
Authority.
 Applicable Taxes
 4.1.10.1
    
    Under the Applicable Law of the Borrowers Country, the Borrower is not
required to deduct or withhold Taxes from any payment to be made by it under this
Agreement or any other Financing Document.
 4.1.10.2
    
    No Taxes or Other Taxes are required to be paid on or in connection with the
execution, delivery, registration, notarization or enforcement of this Agreement or
any other Financing Document other than Other Taxes for which the Borrower is
liable under Section 3.13 (Taxes).
 4.1.10.3
    
    Neither the execution, delivery, registration, notarization or enforcement of
any Financing Document, nor the consummation of any of the transactions
contemplated thereby will result in any Tax (exclusive of Taxes on net income)
being imposed by any Authority of the Borrowers Country upon or with respect to
IDB, the Participant(s) or the Paying Agent.
 Financial Statements
 4.1.11.1
    
    The Financial Statements as at and for the annual period ending on December 31,
2009 and for the Financial Quarter ending on June 30, 2010 already delivered to IDB
were prepared from and are in accordance with the Borrowers books and records and
give a true and fair view of the financial position of the Borrower as of the date
thereof and the results of its operations and cash flow for the annual period then
ended, all in conformity with Accounting Principles.
 4.1.11.2
    
    Such Financial Statements disclose all liabilities (contingent or otherwise) of
the Borrower and the reserves, if any, for such liabilities and all unrealized or
anticipated liabilities or losses arising from commitments entered into by the
Borrower (whether or not such commitments have been disclosed in such Financial
Statements).
 No Material Adverse Effect
 Provision of Information, Etc
 4.1.13.1
    
    The written information provided by the Borrower to IDB (other than opinions,
projections and other forward-looking statements) was on its date of issue and
continues to be true, complete and accurate in all material respects and is not
misleading in any material respect nor is any information omitted from such
information which would make it misleading in any material respect (except in each
case to the extent that the Borrower has provided written updates or amendments to
such previously furnished information due to changes in circumstance subsequent to
the provision of such information).
 
  Page 46




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##### 



4.1.13.2
    
    The opinions, projections, and other forward-looking statements included in
such information provided to IDB and the assumptions on which they are based were
diligently arrived at and provided by the Borrower in good faith and represented
the Borrowers views as at the date on which they were prepared.
 4.1.13.3
    
    No event has occurred since the date of provision of written information to IDB
which has rendered its contents materially untrue, inaccurate or incomplete (except
to the extent that the Borrower has provided written updates or amendments to such
previously furnished information due to changes in circumstance subsequent to the
provision of such information).
 Legal Form; Enforceability
 Senior Obligations pari
passu
 Consents and Approvals
 Availability and Transfer of Foreign Currency
 Investment Company
 No Reliance
 
  Page 47




---



##### 



Location of Office; Books and Records
 Bankruptcy; Insolvency; Winding-up concurso síndico, interventor
 Subsidiaries
 Choice of Law; Consent to Jurisdiction Applicable Law and Jurisdiction Applicable Law and Jurisdiction
 Absence of Prohibited Practices.
 Financial Covenants No Violation of Applicable Regulations
 Commercial Acts
 
  Page 48




---



##### 



Insurance Coverage
 No Omissions Representations and Warranties
 Status of Security
 Status of Pledged Green Loans
 No Charter Amendments
 Section 4.2 Acknowledgment and Warranty Representations
 Section 4.3 Survival.
 
  Page 49




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##### 



Article V.
 Conditions Precedent to Disbursement
 Section 5.1 Conditions Precedent to First Disbursement
 Participant(s) Commitment
 Organizational Documents
 5.1.2.1
    
    IDB has received copies of the Organizational Documents of the Borrower
accompanied by a certificate substantially in the form of Exhibit J (Form of
Borrowers Certificate Regarding Organizational Documents) signed by an Authorized
Representative of the Borrower certifying such copies as true and complete; and
 5.1.2.2
    
    the Organizational Documents of the Borrower are in form and substance
satisfactory to IDB.
 Directors Resolutions of the Borrower Form of Borrowers Certificate Regarding
Directors Resolutions
 5.1.3.1
    
    the execution, delivery and performance of the Financing Documents to which the
Borrower is a party; and
 5.1.3.2
    
    a specified Person or Persons to execute such Financing Documents.
 Authorizations
 Incumbency of the Borrower
 Financing Documents
 
  Page 50




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##### 



Legal Opinions
 5.1.7.1
    
    the head of Borrowers Legal Department, in the form of a letter concurring with
the opinion set forth in Section 5.1.7.3 (Legal Opinions);
 5.1.7.2
    
    Andrews Kurth LLP, as special New York counsel to IDB, covering such matters
incident to the transactions contemplated by the Financing Documents as IDB may
reasonably require; and
 5.1.7.3
    
    Pastoriza Eviner Cangueiro Ruiz Buljevich Abogados, Borrowers Country counsel
to IDB, covering such matters incident to the transactions contemplated by the
Financing Documents as IDB may reasonably require.
 Accounting, Cost Control and Information Form of Auditors Accounting, Cost Control and Information Certificate
 Financial Statements Financial Statements
 Process Agent Form
of Service of Process Letter
 Authorization of Auditors Form of Authorization to Auditors
 Environmental Matters; Delivery of Documents
 Due Diligence
 
  Page 51




---



##### 



Section 5.2 Conditions Precedent to all Disbursements
 Disbursement Request; Disbursement Receipt Disbursement Procedure Form of Disbursement
Receipt Use of Proceeds
 Default
 Representations and Warranties provided that
 Fees
 Expenses Reimbursement of Expenses
 Notes
 Material Adverse Effect
 Financial Covenants Financial Covenants No Violation of Applicable
Regulations
 Environmental and Social Matters; Compliance Environmental and Social Form of Borrowers Certificate Regarding
Environmental and Social Compliance
 No Material Loss or Liability Negative Covenants
 
  Page 52




---



##### 



Government and Other Approvals
 Collection Accounts
 Security
 Security under the Pledged Green Loans
 Collateralization Ratio
 Section 5.3 Conditions for IDB Benefit Conditions
Precedent to all Disbursements
 Article VI.
Covenants
 Section 6.1 Affirmative Covenants
 Use of Proceeds
 Revised Green Loan Eligibility Criteria Revised Green Loan Eligibility Criteria Completion Steps Revised Green
Loan Eligibility Criteria
 
  Page 53




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##### 



Continuing Engagement in Business
 Access; Due Diligence
 6.1.4.1
    
    inspect, examine, copy and make abstracts from any of the Borrowers books of
account and records (or of its Subsidiaries); and
 6.1.4.2
    
    have access to the Borrowers or any Subsidiaries employees, officers and
agents who have or may have knowledge of the matters with respect to which IDB
seeks information or of the business, operations, Property and financial and other
condition of the Borrower generally.
 Auditors
 6.1.5.1
    
    Maintain Auditors;
 6.1.5.2
    
    Authorize the Auditors (whose fees and expenses shall be for the account of the
Borrower) to communicate directly with IDB at any time regarding the Borrowers
accounts and operations by executing and delivering to the Auditors (with a copy to
IDB) an authorization substantially in the form of Exhibit N (Form of Authorization
of Auditors); and
 6.1.5.3
    
    No later than thirty (30) days after any change in Auditors, issue a similar
authorization to the new Auditors and provide a copy thereof to IDB.
 Records; Compliance with Applicable Law
 Taxes
 
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Senior Secured Obligations pari passu
 Further Assurances
 6.1.9.1
    
    From time to time, at the Borrowers cost and expense, execute, acknowledge and
deliver or cause to be executed, acknowledged and delivered such further documents
and instruments and take all other actions necessary, or in the reasonable opinion
of IDB, desirable:
 6.1.9.1.1
    
    for complying with Section 6.1.14 (Maintenance and Perfection of
Security) hereof;
 6.1.9.1.2
    
    to enable the Borrower to comply with its obligations under the
Financing Documents;6.1.9.1.3
    
    to implement the terms of the Financing Documents; and
 6.1.9.1.4
    
    to preserve, protect and perfect IDBs rights under the Financing
Documents, including carrying out all actions necessary to perfect
IDBs Liens in the Collateral.
 Approvals
 Financial Covenants
 6.1.11.1
    
    a Minimum Capital Requirements Excess of not less than an amount equivalent to
thirty percent (30%) of the Minimum Capital Requirements; provided thatthe
Borrower shall have the right to request IDB to review such covenant in the event
of any material change in applicable Banking Regulations affecting the Minimum
Capital Requirements;
 6.1.11.2
    
    a Three Month Maturity Gap of not more than thirty percent (30%) of the
Borrowers Indebtedness for Borrowed Money;
 
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6.1.11.3
    
    an Economic Group Exposure Ratio of not more than 15%; provided that the
Economic Group Exposure Ratio shall not exceed 25% in case of preferred guarantees
but excluding in this calculation amounts held in correspondent accounts in
investment grade banks (rated A+ or higher) and any amount held to repay any
installment of the Borrowers external debt;
 6.1.11.4
    
    a Loan Loss Reserves to Problem Exposures Ratio of not less than seventy five
percent (75%);
 6.1.11.5
    
    an Aggregate Exposure to Related Parties to Available Capital Ratio of not more
than the lesser of: (i) any minimum ratio required to be maintained by the Borrower
pursuant to applicable Banking Regulations and (ii) twenty percent (20%);
 6.1.11.6
    
    an Unhedged Open Foreign Exchange Position of not more than the percentage of
Available Capital as established by the Banking Regulations up to a maximum of
forty percent (40%); and6.1.11.7
    
    an Open Credit Exposures Ratio of not more than twenty five percent (25%).
 Environmental and Social
 6.1.12.1
    
    Compliance and Corrective Action.
 6.1.12.1.1
    
    Comply with all Environmental and Social Requirements;6.1.12.1.2
    
    Use all reasonable efforts to keep the ESMS operational;6.1.12.1.3
    
    Implement the ESHS Action Plan; and
 6.1.12.1.4
    
    In the event of any failure to comply with any such Environmental
and Social Requirements that continues for a period of ninety (90)
days, and within ninety (90) days of becoming aware of such
non-compliance, and to the reasonable satisfaction of IDB, either (i)
correct such non-compliance and remedy all damages and other adverse
consequences caused by it, or (ii) develop and initiate implementation
of a Corrective Action Plan.
 6.1.12.2
    
    Changes. Unless IDB otherwise agrees in writing, not make any material change
or modification to the ESMS once implemented; provided thatupon the Borrowers
written request, IDB shall communicate its acceptance or rejection within fifteen
(15) Business Days following the Borrowers submission to IDB of a written request
therefor and provision of all information necessary for IDB to reach its decision,
it being understood that IDB shall be deemed to have consented to such request of
the Borrower if IDB does not respond (with an acceptance, rejection or request for
additional information) within such fifteen (15) Business Day period and, in the
case of any request by IDB for additional information, IDB shall be entitled to an
additional fifteen (15) Business Days following receipt of the requested
information to communicate its response to the Borrower.
 
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6.1.12.3
    
    Resources and Training.
 6.1.12.3.1
    
    Use all reasonable efforts to keep in place the staff and
resources necessary for the continuous implementation of the ESHS
Action Plan and ESMS;
 6.1.12.3.2
    
    Provide employee(s) involved in the implementation of the ESMS
with periodic specialized training; and
 6.1.12.3.3
    
    Provide evidence of training to IDB and keep IDB informed of
training activities and of changes in environmental and social
personnel.
 6.1.12.4
    
    Environmental and Social Matters for Eligible Sub-Borrowers. If the Borrower
becomes aware that any Eligible Sub-Borrower has undertaken any projects in
connection with any Eligible Sub-Loans in a manner that is not in accordance with
the Environmental and Social Requirements, the Borrower shall promptly: (a) agree
with the relevant Eligible Sub-Borrower, or require the relevant Eligible
Sub-Borrower to undertake, as appropriate or necessary in the Borrowers reasonable
judgment, corrective measures to remedy such inconsistency or breach; and (b) if
the relevant Eligible Sub-Borrower does not implement corrective measures as
provided in subclause (a) within the timeframe agreed
upon between the Borrower and IDB: (i) use reasonable efforts to exercise
such rights and remedies as the Borrower may lawfully and prudently be
entitled to exercise to terminate its financing of the Eligible
Sub-Borrower, taking into account commercial practicability and practice,
and fiduciary responsibilities, or (ii) if such correction or termination is
not feasible remove such Eligible Sub-Borrower from Borrowers portfolio of
Eligible Sub-Loans originated with proceeds of the Loan and replace such
Eligible Sub-Borrowers Eligible Sub-Loan with another Eligible Sub-Loan.
 6.1.12.5
    
    Environmental and Social Inspection and Monitoring. Permit IDB, or the
environmental or social consultant(s) retained by IDB, to perform monitoring
activities, visits and independent audits (including access to documentation,
personnel, facilities and project sites) with respect to Environmental or Social
Matters: (a) as part of the annual supervision visits, or at least once (not later
than eighteen (18) months after the ESMS effective date), to carry out a mid-term
assessment of effectiveness in the implementation of the ESMS; and (b) as
reasonably requested by IDB to verify compliance with the Environmental and Social
Requirements.
 Evaluation Report
 
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Maintenance and Perfection of Security
 6.1.14.1
    
    Create and maintain in favor, and for the sole and exclusive benefit, of IDB a
first, prior and perfected Lien at all times, subject to no other Liens whatsoever
in each item of the Collateral including all and each of the Pledged Green Loans
and the Pledged Green Loan Documents, in each case fully perfected as and to the
extent contemplated by the Security Documents, including taking all action
necessary to ensure that any additional or after-acquired Property which, under the
Security Documents, is to become part of the Collateral, is subject to a valid and
enforceable first ranking and first priority perfected Lien in favor, and for the
sole and exclusive benefit, of IDB, subject to no other Liens whatsoever;
 6.1.14.2
    
    At all times: (a) maintain the Security in accordance with each and every
Security Document; (b) perform any and all acts and make, execute, deliver and file
any and all documents (including any financing statement, registration statements,
continuation statements or other statements or instruments of any kind), observing
at all times all legal obligations as grantor of credit, required to be executed or
filed under the provisions of Applicable Law, in order to perfect the Security
pursuant to the terms of Applicable Law; and (c) maintain the Collateral, free and
clear of all Liens other than Liens pursuant to the Financing Documents;
 6.1.14.3
    
    Commencing on the Disbursement Date and thereafter within thirty (30) days of
the last day of such Financial Quarter deliver to IDB a certificate duly executed
by an Authorized Representative of the Borrower in the form of Schedule 2
(Form of Borrowers Certificate for Collateral) setting forth for the
immediately preceding Financial Quarter all of the information required to
be set forth therein with respect to the Collateral and the
Collateralization Ratio, including all supporting calculations of the
Borrower therefor;
 6.1.14.4
    
    Implement and perfect, within ten (10) Business Days of the execution of any
Eligible Sub-Loan, the security interest in the relevant Collateral created upon
such execution, pay all expenses incurred in connection with such creation and/or
perfection and/or establishment, and provide to IDB a copy of evidence of such
actions within thirty (30) days of receipt thereof by the Borrower;
 6.1.14.5
    
    Provide notices to all Eligible Sub-Borrowers whose Pledged Green Loans
comprise a portion of the Collateral indicating that payment of all amounts due
under such Pledged Green Loans shall be paid to the Collection Accounts;
 6.1.14.6
    
    Maintain the Required Collateralization Ratio at all times during the term
hereof and pledge, or cause to be pledged for the benefit of IDB hereunder and
pursuant to the Security Documents such additional Eligible Sub-Loans as may be
required in order for the Borrower to maintain the Required Collateralization
Ratio; and
 6.1.14.7
    
    Defend, at the sole cost and expense of the Borrower, the right, title,
priority and interest of IDB in the Collateral.
 
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Pledged Green Loan Prepayment Event; Redeployment Pledged Green Loan Prepayment
Event Maintenance and Perfection of Security
 Section 6.2 Negative Covenants
 No Violation of Applicable Regulations
 Fundamental Changes
 6.2.2.1
    
    At any time change, or permit any of its Subsidiaries to change: (a) any
provision of their respective Organizational Documents in any manner which would be
inconsistent with, or breach, any provision of any Financing Document or (b) their
respective registered domiciles outside of the Borrowers Country.
 6.2.2.2
    
    Change the nature or scope of its business or engage in any line of business not
permitted under the Banking Regulations, or permit its authorization to operate as
a sociedad anónimain the Borrowers Country to be revoked or cancelled.
 Affiliate Transactions Affiliate Transaction
 6.2.3.1
    
    in the ordinary course of the Borrowers business; or
 6.2.3.2
    
    upon terms that are fair and reasonable to the Borrower and at Fair Market
Value.
 No Prohibited Practices Absence of Prohibited Practices
 Limitation on Dividend Related Payments Distribución de resultados. Difusión del procedimiento de
carácter general para autorizar los pedidos que formulen las entidades financieras) and Com
A5072 provided however
 
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Limitation on Sale of Assets provided however, provided further Limitation on Sale of Assets Limitation on Sale of
Assets
 No Liens
 Limitation on Guarantees
 Section 6.3 Information
 Audited Annual Financial Statements
 6.3.1.1
    
    two (2) copies of the audited Financial Statements of the Borrower for such
Financial Year setting forth in each case in comparative form the corresponding
figures for the previous Financial Year;
 6.3.1.2
    
    a certificate of the Auditors substantially in the form of Exhibit O (Form of
Certificate of Auditors) reporting on such Financial Statements stating that:
 6.3.1.2.1
    
    in making their examination, the Auditors obtained no knowledge of
any Default of Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants)
and nothing has come to their attention that would indicate
non-compliance with operational limits, prudential regulations or
reporting requirements established by the applicable Authority having
jurisdiction over the Borrower, or specifying any non-compliance; and
 
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6.3.1.2.2
    
    based on such Financial Statements and information reviewed in
connection with the audit, the Borrower is in compliance with Sections
6.1.11.1 through 6.1.11.7 (Financial Covenants) and Section 6.2.1 (No
Violation of Applicable Regulations) and nothing has come to their
attention that would indicate non-compliance with operational limits,
prudential regulations or reporting requirements established by the
applicable Authority having jurisdiction over the Borrower, or
specifying any non-compliance.
 6.3.1.3
    
    a certificate of an Authorized Representative of the Borrower:
 6.3.1.3.1
    
    certifying that such Financial Statements were prepared from, and
are in accordance with, the Borrowers books and records and give a
true and fair view of the financial position of the Borrower as of the
date thereof and the results of its operations and cash flow for the
relevant Financial Year, all in conformity with Accounting Principles;
 6.3.1.3.2
    
    certifying that during the applicable period and as of the end of
the relevant Financial Year the Borrower was in compliance with all the
terms and conditions of the Financing Documents and that no Default has
occurred, except as specified in such certificate and restating each of
the representations and warranties set forth in Section 4.1
(Representations), as of such certification date; and
 6.3.1.3.3
    
    certifying compliance by the Borrower with Sections 6.1.11.1
through 6.1.11.7 (Financial Covenants), Section 6.2.1 (No Violation of
Applicable Regulations), Section 6.2.7 (No Liens) and Section 6.2.8
(Limitations on Guarantees) and setting forth in reasonable detail all
information necessary to calculate (and providing the calculations
necessary to determine) compliance with Sections 6.1.11.1 through
6.1.11.7 (Financial Covenants), during the applicable period and as at
the last day of the period covered, as relevant, by the Financial
Statements.
 6.3.1.4
    
    a management letter and other communication from the Auditors commenting, inter
alia, on the adequacy of the Borrowers financial control procedures, its policies
and controls against money laundering or financing of terrorism, its accounting
systems and its management information system during that Financial Year.
 
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Unaudited Quarterly Financial Statements
 6.3.2.1
    
    two (2) copies of the unaudited Financial Statements of the Borrower for such
quarterly period setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Financial Year.
 6.3.2.2
    
    a certificate of an Authorized Representative of the Borrower:
 6.3.2.2.1
    
    certifying that the Financial Statements delivered pursuant to
Section 6.3.2.1 (Unaudited Quarterly Financial Statements) were
prepared from and are in accordance with the Borrowers books and
records and give a true and fair view of the financial position of the
Borrower as of the date thereof and the results of its operations and
cash flow for the relevant Financial Quarter, all in conformity with
Accounting Principles;
 6.3.2.2.2
    
    certifying that during the applicable period and as of the
relevant Financial Quarter Date the Borrower was in compliance with all
the terms and conditions of the Financing Documents and that no Default
has occurred, except as specified in such certificate, and restating
each of the representations and warranties set forth in Section 4.1
(Representations), as of such certification date; and
 6.3.2.2.3
    
    certifying compliance by the Borrower with Sections 6.1.11.1
through 6.1.11.7 (Financial Covenants), Section 6.2.1 (No Violation of
Applicable Regulations), Section 6.2.7 (No Liens) and Section 6.2.8
(Limitations on Guarantees) and setting forth in reasonable detail all
information necessary to calculate (and providing the calculations
necessary to determine) compliance with Sections 6.1.11.1 through
6.1.11.7 (Financial Covenants), during the applicable period and as at
the last day of the period covered, as relevant, by such Financial
Statements.
 Notices
 6.3.3.1
    
    Not later than five (5) days after receipt by the Borrower, all notices relating
to the Loan, including notices from any Authority seeking a termination of the
Authorizations of the Borrower, together with copies of such notices, if written;
provided that should the Borrower, for any reason, cease to possess all applicable
Authorizations required to be maintained pursuant to Section 6.1.10 (Approvals),
including, to maintain its status as a sociedad anónima, the Borrower shall so
notify IDB immediately in writing.
 6.3.3.2
    
    Promptly upon the occurrence of a Default or an Event of Default, a notice
specifying the nature of that Default or Event of Default and any steps the
Borrower is taking to remedy it.
 6.3.3.3
    
    Promptly upon becoming aware thereof, (a) notice of any action, suit, other
legal proceeding, administrative proceedings, or administrative, regulatory or
criminal investigations, freezing of assets, or other claim before any Authority
(i) which has had or may reasonably be expected to have a Material Adverse Effect
or (ii) involving the Borrower or any of its employees with regard to money
laundering or the financing of terrorism, specifying the nature of such proceedings
and the steps the Borrower is taking or proposes to take with respect thereto; (b)
notice of all Authority audits, examinations, evaluations, monitoring reviews and
reports of the Borrowers operations (including those prepared on a contract
basis), including copies of relevant portions of such notices and records, which
provide for or relate to (i) material corrective action required, (ii) material
sanctions proposed, imposed or required, including, notices of defaults, notices of
termination of approved status, notices of imposition of supervisory agreements or
interim servicing agreements, and notices of probation, suspension, or non-renewal,
or (iii) report cards, grades or other classifications of the quality of the
Borrowers operations; and (c) as and when provided by the Borrower to the
applicable Authority in connection with any matter described in the foregoing
subclauses (a) and (b), copies of all Financial Statements, reports, notices and
other information provided by the Borrower to such Authority.
 
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6.3.3.4
    
    Prompt notice of any proposed changes in the nature or scope of the Loan or the
business operations of the Borrower (but the foregoing shall not limit or otherwise
affect Section 6.2.2 (Fundamental Changes) hereof).
 6.3.3.5
    
    Prompt notice of any material change in accounting policies or financial
reporting practices of the Borrower including any change in its Financial Year;
 6.3.3.6
    
    Prompt notice of any default under any Debt of the Borrower having an aggregate
amount outstanding of at least two million Dollars ($2,000,000) (or the equivalent
in other currencies);
 6.3.3.7
    
    As soon as practicable prior to the occurrence, and immediately upon the
occurrence, of any of the transactions or other matters described in Section 3.6.2
(Mandatory Prepayments) that would result in a mandatory prepayment being required
in accordance therewith, notice of such occurrence;
 6.3.3.8
    
    Prompt notice of any other change in Grupo Galicia or the Share Capital owned by
such Grupo Galicia (whether direct or indirect) in the Borrower as of the Effective
Date and any other transfers (whether direct or indirect) of Share Capital in the
Borrower in violation of any of the provisions of this Agreement;
 6.3.3.9
    
    As soon as practicable prior to the occurrence, and immediately upon the
occurrence, of any sale, transfer or disposition of assets described in Section
6.2.6 (Limitation on Sale of Asset) with a value, in the aggregate, in excess of
ten percent (10%) of the Borrowers total assets as reflected in Borrowers annual,
audited Financial Statements most recently delivered to IDB pursuant to Section
6.3.1 (Audited Annual Financial Statements), notice of such occurrence;
 6.3.3.10
    
    Prompt notice of (a) any material non-compliance by the Borrower with any
Environmental and Social Requirements or environmental and social provisions of
this Agreement or, to the best of the Borrowers knowledge, any material
non-compliance by the Eligible Sub-Borrowers or Eligible Sub-Loans with the
Environmental and Social Requirements; and (b) any environmental claim (including
administrative, regulatory or judicial action, suit, judgment or demand) or
material complaint relating to environmental, social, health and safety or labor
aspects relating to the Borrower , or to the best of the Borrowers knowledge, to
the Eligible Sub-Borrowers or Eligible-Sub-Loans. Such notice shall include a
description of the event, detailing the extent, magnitude, impact and cause of such
event, together with corrective or remedial actions taken or proposed to be taken.
 
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Communications with Auditors Audited Annual Financial Statements
 Additional Information Use of Proceeds
 Environmental and Social Compliance Report Environmental and Social Form of Environmental and Social Compliance Report
 Annual Review of Operations Information to be Included in Annual Review
of Operations
 Pledged Green Loan Prepayment Event Report Form of Pledged Green Loan Prepayment Event Report Pledged Green Loan Prepayment Event Pledged Green Loan Prepayment Event; Redeployment
 
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Article VII.
Events of Default
 Section 7.1 General Acceleration Provisions
  7.1.1.1
    
    terminate the obligation of IDB to make any Disbursement of the Loan whereupon
such obligation shall immediately terminate;
 7.1.1.2
    
    declare the Loan or such part of the Loan as is specified in the notice (with
accrued interest thereon) and all other Obligations to be due and payable
forthwith, whereupon the same shall become immediately due and payable without any
further notice and without any presentment, demand, protest or notice of any kind,
all of which are hereby expressly waived by the Borrower, provided, however, that
upon the occurrence of an Event of Default described in Section 7.2.5 (Insolvency
Events), then, ipso facto, IDBs obligation to make any Disbursement of the Loan
shall immediately terminate and the Loan and all other Obligations shall be
immediately due and payable in full, without any notice of any type or character
being required; and
 7.1.1.3
    
    exercise any other remedies that may be available to IDB under any Financing
Document or Applicable Law.
 Insolvency Events General Acceleration Provisions
 Section 7.2 Events of Default.
  Payments by Borrower
 7.2.1.1
    
    Failure to Make Payments under Financing Documents. The Borrower fails to pay
or prepay when due (whether at stated maturity, as a result of a prepayment
required by Section 3.6.1 (Voluntary Prepayments) or 3.6.2 (Mandatory Prepayments)
or otherwise) any Obligation, including principal or interest on the Loan and such
failure has continued for a period of three (3) days from the date such payment or
prepayment was due; or
 7.2.1.2
    
    Failure to Pay Debt. The Borrower fails to pay any amount outstanding with
respect to any of its Debt (other than the Obligations) or to perform any of its
obligations when due under any agreement pursuant to which there is outstanding any
Debt, and any such failure continues for more than any applicable period of grace
or any such Debt becomes prematurely due and payable or is placed on demand.
 
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Financing Documents
 7.2.2.1
    
    Breach of Financing Documents. (a) the Borrower fails to perform or observe any
term, covenant or agreement contained in Section 3.4 (Notes), Section 6.1.1 (Use of
Proceeds), Section 6.1.8 (Senior Secured Obligations), Section 6.1.10 (Approvals),
Section 6.1.14 (Maintenance of Security), Section 6.1.11 (Financial Covenants),
Section 6.2 (Negative Covenants), and Sections 6.3.3.1 through Section 6.3.3.10
(Notices); or (b) the Borrower fails to perform or observe any other of its
obligations contained in this Agreement or any other Financing Document (other than
an obligation referred to elsewhere in this Section 7.2 (Events of Default)) and,
if in the reasonable determination of IDB capable of remedy, such failure has
continued for a period of ten (10) days, or, if such failure relates to Section
6.1.12 (Environmental and Social), ninety (90) days (except in respect of Section
6.1.12.1.4 in connection to which the cure period set forth therein shall apply),
after IDBs notice to the Borrower of such failure to comply; provided that no cure
period shall apply if in the reasonable
determination of IDB, such failure has had or could reasonably be expected
to have a Material Adverse Effect.
 7.2.2.2
    
    Revocation; Termination or Repudiation of Financing Documents. Any Financing
Document or any of its terms:
 7.2.2.2.1
    
    is revoked, terminated, becomes void or ceases to be in full force
and effect;
 7.2.2.2.2
    
    becomes, or the performance of or compliance with any obligation
thereunder becomes, unlawful; or
 7.2.2.2.3
    
    is repudiated by any party thereto or its legality, validity or
enforceability is challenged by any Person.
 Misrepresentation
 Expropriation. Any Authority
 7.2.4.1
    
    Seizure of Property. condemns, nationalizes, seizes, confiscates or otherwise
expropriates all or any substantial part of the Property of the Borrower or of its
Share Capital or commences any proceeding in furtherance of any of the foregoing;
 7.2.4.2
    
    Control of Property. assumes custody or control of such Property of the
business or operations of the Borrower or of its Share Capital or any Consolidated
Subsidiary or the Share Capital of any Consolidated Subsidiary; or
 
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7.2.4.3
    
    Interruption of Business. takes any action to displace the management of the
Borrower, to curtail the Borrowers authority to conduct its business, to dissolve
or disestablish the Borrower, or to prevent the Borrower or its officers from
carrying on all or a substantial part of its business or operations, or any of the
foregoing shall occur with respect to any Consolidated Subsidiary.
 Insolvency Events
 7.2.5.1
    
    Involuntary Proceedings. An involuntary proceeding is commenced or an
involuntary petition is filed seeking:
 7.2.5.1.1
    
    an adjudication of the Borrower as bankrupt or insolvent;
 7.2.5.1.2
    
    dissolution, liquidation, winding up, reorganization, moratorium,
arrangement, adjustment or composition of, or other relief in respect
of the Borrower or its debts, or of a substantial part of its Property
under Applicable Law; or
 7.2.5.1.3
    
    (x) the initiation by the Argentine Central Bank of a proceeding
under Article 34 of the Banking Law requesting the Borrower or
any Subsidiary to submit a plan under such article or (y) a
temporary, total or partial suspension of the activities of
the Borrower pursuant to Article 49 of the charter of the
Argentine Central Bank; or
 7.2.5.1.4
    
    the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Borrower or of any
substantial part of its Property.
  7.2.5.2
    
    Voluntary Proceedings. The Borrower:
 7.2.5.2.1
    
    voluntarily commences any proceeding or files any petition seeking
liquidation, reorganization or other relief under Applicable Law
(including without limitation, under Law Number 24,522);
 7.2.5.2.2
    
    applies for or consents to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official)
of the Borrower or of any substantial part of its Property;7.2.5.2.3
    
    makes a general assignment for the benefit of creditors;
 7.2.5.2.4
    
    requests a moratorium or suspension of payment or reorganization
of debts from any competent Authority (including, without limitation,
by means of an out-of-court creditors arrangement  APE / Acuerdo
Preventivo Extrajudicial);
 
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7.2.5.2.5
    
    institutes proceedings or takes any form of corporate action to be
liquidated or adjudicated bankrupt or insolvent;
 7.2.5.2.6
    
    consents to the institution of, or fails to contest in a timely
and appropriate manner, any proceeding or petition described in Section
7.2.5.1 (Involuntary Proceedings); or
 7.2.5.2.7
    
    takes any action for the purpose of effecting any of the
foregoing.
 7.2.5.3
    
    Special Regimes. The Borrower or any of its Subsidiaries is submitted to, or
becomes the subject of, any temporary administration, surveillance, intervention or
liquidation regime by any Authority.
 7.2.5.4
    
    Inability to Pay Debts. The Borrower becomes unable, admits in writing its
inability or fails generally to pay its debts as they become due or otherwise
becomes insolvent.
 7.2.5.5
    
    Events Analogous to Bankruptcy, Insolvency, Etc. Any other event occurs which
under any Applicable Law would have an effect analogous to any of those events
listed in Section 7.2.5.1 (Involuntary Proceedings), 7.2.5.2 (Voluntary
Proceedings) or 7.2.5.4 (Inability to Pay Debts).
 Attachment
 Judgments
 Failure to Maintain Authorizations
 
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Material Adverse Effect
 Moratorium
 Abandonment; Interruption
 Security Document
 7.2.12.1
    
    fails to become effective after any Disbursement;
 7.2.12.2
    
    is revoked, terminated or ceases to be in full force and effect or ceases to
provide the Security intended, without, in each case, the prior consent of IDB;7.2.12.3
    
    becomes unlawful or is declared void; or
 7.2.12.4
    
    is repudiated or its validity or enforceability is challenged by any Person and
any such repudiation or challenge continues for a period of thirty (30) days during
which period such repudiation or challenge has no effect.
 Security
 Section 7.3 Bankruptcy Involuntary Proceedings Voluntary Proceedings Events Analogous to Bankruptcy, Insolvency, Etc.
 
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Article VIII.
Miscellaneous
 Section 8.1 Notices
 Applicable Law and Jurisdiction Notices
  
  
 
  
 Section 8.2 English Language.
 English Language
 Unaudited
Quarterly Financial Statements Notices provided, however
 
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Section 8.3 Indemnity.
 Indemnified Persons
 8.3.1.1
    
    the execution, delivery, enforcement or performance of, and any transaction
contemplated under, this Agreement, the Note(s) or any of the other Financing
Documents;8.3.1.2
    
    the Loan or the use or intended use of the proceeds therefrom; and/or
 8.3.1.3
    
    any actual or prospective claim, action, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnified Person is a party thereto (all of the
foregoing, collectively, the Indemnified Liabilities);
 provided that
 Indemnity
 Indemnity
 Indemnity
 Indemnity
 Section 8.4 Successors and Assigns.
 
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Section 8.5 Counterparts
 Section 8.6 Confidential Information.
 Borrowers Information
 8.6.1.1
    
    any Participant(s) or any other Person with a Participation in, or who intends
to purchase a Participation in, the Loan and the Paying Agent;
 8.6.1.2
    
    any Person for the purpose of exercising any power, remedy, right, authority or
discretion relevant to this Agreement or any other Financing Document including in
connection with IDBs defense of any legal action, suit or proceeding brought by
any other party to a Financing Document;8.6.1.3
    
    any Person pursuant to any Applicable Law;
 8.6.1.4
    
    any banking or other regulatory or examining authorities (whether governmental
or otherwise) pursuant to and in accordance with whose instructions it and other
banks must customarily comply;
 8.6.1.5
    
    the directors, officers, employees, arrangers, co-lenders, attorneys,
consultants, rating agencies, independent auditors and advisors (including any
technical, financial and other advisors) of each of IDB, the Inter-American
Investment Corporation, the Multilateral Investment Fund, and their respective
affiliates; and
 8.6.1.6
    
    any Person in connection with any proposed sale, transfer, assignment or other
disposition of IDBs rights under this Agreement or any other Financing Document.
  Confidential Information
 Section 8.7 Amendment
 
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Section 8.8 Savings of Rights; Remedies and Waivers
     Section 8.9 Severability
 Section 8.10 Applicable Law and Jurisdiction
   
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Notices
   8.10.8.1
    
    any objection which it may now or hereafter have to the laying of venue of any
action, suit or proceeding brought in any court referred to in this Section; and
 8.10.8.2
    
    any claim that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
   
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY FINANCING DOCUMENT TO WHICH SUCH PERSON IS A
PARTY AND FOR ANY COUNTERCLAIM THEREIN.
  Section 8.11 Term of Agreement Termination
Date
 Section 8.12 Set-Off
 (Signature page follows)
 
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IN WITNESS WHEREOF
 BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:INTER-AMERICAN DEVELOPMENT BANKBy:Name:Title: